Vancouver, British Columbia–(Newsfile Corp. – April 8, 2022) – RMR Science Systems Inc. (TSXV: RMS.P) (“RMR” or the “Firm”) is delighted to supply an update with respect to the arm’s length company mix of RMR and Turnium Technology Group, Inc. (“Turnium”), pursuant to which RMR will acquire all of the issued and superb securities of Turnium (the “Transaction”). On completion, the Transaction will represent a reverse just take-about of RMR by Turnium which will represent RMR’s “Qualifying Transaction” below Plan 2.4 – Capital Pool Firms of the TSX Undertaking Exchange, with the resulting firm to be renamed “Turnium Technological innovation Group Inc.” (the “Ensuing Issuer”).
Non-public Placement
In relationship with the completion of the Transaction, on April 8, 2022, Turnium completed a private placement of: (i) the brokered sale of 2,764,984 membership receipts (the “Subscription Receipts”) for combination gross proceeds of C$1.54 million at a rate of C$.56 per Subscription Receipt (the “Brokered Presenting”) and (ii) the non-brokered sale of 3,145,643 Membership Receipts for combination gross proceeds of C$1.76 million at a price of C$.56 for each Subscription Receipt (the “Non-Brokered Providing”, and collectively, with the Brokered Supplying, the “Private Placement”). The Membership Receipts were made and issued pursuant to the terms of a subscription receipt arrangement (the “Subscription Receipt Settlement”) involving Computershare Believe in Organization of Canada, as membership receipt agent, RMR, Turnium, Eight Cash and Canaccord Genuity Corp., on behalf of the Agents (as outlined below). Each individual Membership Receipt will be immediately converted on the fulfillment of particular escrow release situations established forth in the Membership Receipt Agreement, into a Turnium device (each individual, a “Turnium Unit”) comprised of a person Turnium common share and one particular-half of one Turnium prevalent share acquire warrant (each and every whole warrant, a “Turnium Warrant”). Each and every Turnium Warrant will entitle the holder thereof to invest in one particular widespread share of Turnium at a cost of C$.75 for each Turnium prevalent share on or right before April 8, 2024.
8 Capital and Canaccord Genuity Corp. acted as co-guide brokers for a syndicate of brokers, which included Echelon Prosperity Associates Inc. and iA Non-public Prosperity Inc. (collectively, the “Brokers”) pursuant to the conditions of an company agreement among Turnium, RMR and the Agents (the “Company Arrangement”). Pursuant to the phrases of the Agency Agreement, in consideration for their services in relationship with the Brokered Giving, the Agents been given (A) a money commission equivalent to: (i) 7.% of the combination gross proceeds of the Brokered Presenting excluding proceeds from subscribers on a president’s record as well as (ii) 3.5% of the gross proceeds of the Brokered Supplying from subscribers on a president’s record (the “Funds Fee”), and (B) these types of number of agents’ warrants (the “Payment Selections”) as is equal to: (i) 7.% of the mixture quantity of Subscription Receipts issued beneath the Brokered Providing excluding Subscription Receipts issued to president’s list subscribers and (ii) 3.% of the aggregate amount of Membership Receipts issued below the Brokered Giving
